HomeMy WebLinkAboutFresno Metro Black Chamber of Commerce Foundation - Agrmt - 11-4-2022uuuuolylI CIIVCI0pC IU. CzlL I4r4/-I4L V-4 L1Cr-OD/D-CC:1JC.7/400J/
GRANT AGREEMENT BETWEEN
THE CITY OF FRESNO AND FRESNO METRO BLACK CHAMBER OF COMMERCE
FOUNDATION REGARDING FUNDING UNDER THE AMERICAN RESCUE PLAN
ACT FOR BETTING BIG ON BIPOC BUSINESS PROGRAM
THIS GRANT AGREEMENT (AGREEMENT) is made and entered into effective
upon execution by both parties on 11/4/2022 , by and between the CITY OF
FRESNO (the CITY), and FRESNO METRO BLACK CHAMBER OF COMMERCE
FOUNDATION (GRANTEE), to provide funding for grants to support small businesses
and job retention for minority owned businesses in the City of Fresno.
RECITALS
WHEREAS, the COVID-19 pandemic created a debilitating burden on minority
owned smalls businesses in the City of Fresno; and
WHEREAS, the City desires to provide funds to assist GRANTEE to provide grants
and entrepreneur education to support small minority owned businesses providing them
with resource to not only aid in their economic recovery, but to further develop and grow
their business; and
WHEREAS, GRANTEE represents it desires to and is professionally and legally
capable of immediately providing grants and entrepreneur education for small minority -
owned businesses as a part of the Betting Big on BIPOC Small Businesses Program in
the City of Fresno; and
WHEREAS, GRANTEE acknowledges that grant funds being provided under this
Agreement will be derived from the City's allocation under the American Rescue Plan Act
(Pub.L. 117-2) (hereinafter "ARPA"), and is subject to any constraints set forth therein
including but not limited to, the Coronavirus State and Local Fiscal Recovery Funds
(CSLFRF) Final Rule (31 CFR Part 35); and
WHEREAS, this Agreement will be administered for the City by its City Manager
or its designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and premises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. Scope of Services. GRANTEE shall perform to the satisfaction of the CITY
the services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. Grant Amount. City shall provide GRANTEE the amount of $715,000.00 for
the services described in Exhibit A. One-half of the grant amount shall be distributed
once the contract is fully executed, with the other half being distributed after successful
completion of a performance review.
3. Term of Agreement and Time for Performance. This Agreement shall be
effective from the Effective Date through one calendar year, subject to earlier termination
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in accordance with this Agreement. The services as described in Exhibit A are to
commence upon the Effective Date and shall be completed prior to expiration of this
Agreement and in accordance with any performance schedule set forth in Exhibit A.
4. Amendment to Increase or Decrease Scope of Services: The parties may
modify this Agreement to increase or decrease the scope of services or provide for the
rendition of services not required by this Agreement, which modification may include an
adjustment to GRANTEE's compensation. Any change in the scope of services must be
made by written amendment to the Agreement signed by an authorized representative
for each party. GRANTEE shall not be entitled to any additional compensation if services
are performed prior to a signed written amendment.
5. Termination, Remedies and Force Majeure.
(a) This Agreement shall terminate without any liability of the City or to
GRANTEE upon the earlier of: (i) GRANTEE filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third
party against GRANTEE; (ii) seven calendar days prior written notice with or without
cause by the City to GRANTEE; (iii) the City's non -appropriation of funds sufficient to
meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient
funding for the Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement,
GRANTEE shall (i) immediately stop all work hereunder; (ii) immediately cause any and
all of its subcontractors to cease work; and (iii) return to the City any and all unearned
payments and all properties and materials in the possession of GRANTEE that are owned
by the City. Subject to the terms of this Agreement, GRANTEE shall be paid
compensation for services satisfactorily performed prior to the effective date of
termination. GRANTEE shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of GRANTEE to satisfactorily
perform in accordance with the terms of this Agreement, the City may withhold an amount
that would otherwise be payable as an offset to, but not in excess of, the City's damages
caused by such failure. In no event shall any payment by the City pursuant to this
Agreement constitute a waiver by the City of any breach of this Agreement which may
then exist on the part of the GRANTEE, nor shall such payment impair or prejudice any
remedy available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the GRANTEE, the City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which may be
available to it under applicable laws of the State of California or any other applicable law;
(ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii)
recover all direct, indirect, consequential, economic, and incidental damages for the
breach of the Agreement. If it is determined that the City improperly terminated this
Agreement for default, such termination shall be deemed a termination for convenience.
(e) GRANTEE shall provide the City with adequate written assurances
of future performance, upon the Administrator's request, in the event GRANTEE fails to
comply with any terms or conditions of this Agreement.
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(f) GRANTEE shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of GRANTEE and without its
fault or negligence such as, acts of God or the public enemy, acts of the City in its
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. GRANTEE shall notify the City in writing
as soon as it is reasonably possible after the commencement of any excusable delay,
setting forth the full particulars in connection therewith, and shall remedy such occurrence
with all reasonable dispatch, and shall promptly give written notice to the Administrator of
the cessation of such occurrence.
6. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by
GRANTEE pursuant to this Agreement shall not be made available to any individual or
organization by GRANTEE without the prior written approval of the City. During the term
of this Agreement, and thereafter, GRANTEE shall not, without the prior written consent
of the City, disclose to anyone any Confidential Information. The term "Confidential
Information" for the purposes of this Agreement shall include all proprietary and
confidential information of the City, including but not limited to business plans, marketing
plans, financial information, materials, compilations, documents, instruments, models,
source or object codes, and other information disclosed or submitted, orally, in writing, or
by any other medium or media. All Confidential Information shall be and remain
confidential and proprietary in the City.
(b) Any and all writings and documents prepared or provided by
GRANTEE pursuant to this Agreement, including without limitation grant applications and
supporting documents, are the property of the City at the time of preparation and shall be
turned over to the City upon expiration or termination of the Agreement. Copies of grant
applications and supporting documents shall be promptly provided to City during the term
of this Agreement. GRANTEE shall not permit the reproduction or use thereof by any
other person except as otherwise expressly provided herein.
(c) If GRANTEE should subcontract all or any portion of the services to
be performed under this Agreement, GRANTEE shall cause each subcontractor to also
comply with the requirements of this Section 6.
(d) This Section 6 shall survive expiration or termination of this
Agreement.
7. Professional Skill. It is further mutually understood and agreed by and
between the parties hereto that inasmuch as GRANTEE represents to the City that
GRANTEE and its subcontractors, if any, are skilled in the profession and shall perform
in accordance with the standards of said profession necessary to perform the services
agreed to be done by it under this Agreement, the City relies upon the skill of the
GRANTEE and any subcontractors to do and perform such services in a skillful manner
and the GRANTEE agrees to thus perform the services and require the same of any
subcontractors. Therefore, any acceptance of such services by the City shall not operate
as a release of GRANTEE or any subcontractors from said professional standards.
8. Indemnification.
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To the furthest extent allowed by law, GRANTEE shall indemnify, hold harmless
and defend CITY and each of its officers, officials, employees, agents and volunteers from
any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in
contract, tort or strict liability, including but not limited to personal injury, death at any time
and property damage), and from any and all claims, demands and actions in law or equity
(including reasonable attorney's fees and litigation expenses) that arise out of, pertain to,
or relate to the negligence, recklessness or willful misconduct of GRANTEE, its principals,
officers, employees, agents or volunteers in the performance of this Agreement.
If GRANTEE should subcontract all or any portion of the services to be performed
under this Agreement, GRANTEE shall require each subcontractor to indemnify, hold
harmless and defend CITY and each of its officers, officials, employees, agents and
volunteers in accordance with the terms of the preceding paragraph.
Notwithstanding the aforementioned, GRANTEE recognizes that the source of
funds for the grant to be provided hereunder is the City's allocation from the ARPA To
this end GRANTEE shall, without limitation, indemnify the City, and each of its officers,
officials, employees, agents, and volunteers from any and all loss, liability, fines,
penalties, forfeitures, costs and damages incurred by the City from any and all claims,
demands and actions in law or equity (including attorney's fees and litigation expenses),
arising or alleged to have arisen directly or indirectly from the negligent or intentional acts
or omissions, or willful misconduct of GRANTEE or any of its officers, officials, employees,
agents, or volunteers in the performance of this Agreement and compliance with ARPA.
This section shall survive termination or expiration of this Agreement.
9. Insurance. GRANTEE shall comply with all of the insurance requirements
in Exhibit B to this Agreement.
10. Conflict of Interest and Non -Solicitation.
(a) Prior to the City's execution of this Agreement, GRANTEE shall
complete a City of Fresno conflict of interest disclosure statement in the form as set forth
in Exhibit C. During the term of this Agreement, GRANTEE shall have the obligation and
duty to immediately notify the City in writing of any change to the information provided by
GRANTEE in such statement.
(b) GRANTEE shall comply, and require its subcontractors to comply,
with all applicable (i) professional canons and requirements governing avoidance of
impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and
regulations including, without limitation, California Government Code Section 1090 et.
seq., the California Political Reform Act (California Government Code Section 87100 et.
seq.) and the regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any
time, upon written request of the City, GRANTEE shall provide a written opinion of its
legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE
and the respective subcontractor(s) are in full compliance with all laws and regulations.
GRANTEE shall take, and require its subcontractors to take, reasonable steps to avoid
any appearance of a conflict of interest. Upon discovery of any facts giving rise to the
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appearance of a conflict of interest, GRANTEE shall immediately notify the City of these
facts in writing.
(c) In performing the work or services to be provided hereunder,
GRANTEE shall not employ or retain the services of any person while such person either
is employed by the City or is a member of any City council, commission, board,
committee, or similar City body. This requirement may be waived in writing by the City
Manager, if no actual or potential conflict is involved.
(d) GRANTEE represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this
Agreement or any rights/benefits hereunder.
(e) Neither GRANTEE, nor any of GRANTEE subcontractors performing
any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or
perform any services pursuant to, any other contract in connection with this Project unless
fully disclosed to and approved by the City Manager, in advance and in writing.
GRANTEE and any of its subcontractors shall have no interest, direct or indirect, in any
other contract with a third party in connection with this Project unless such interest is in
accordance with all applicable law and fully disclosed to and approved by the City
Manager, in advance and in writing. Notwithstanding any approval given by the City
Manager under this provision, GRANTEE shall remain responsible for complying with
Section 10(b), above.
(f) If GRANTEE should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, GRANTEE shall include the
provisions of this Section 10 in each subcontract and require its subcontractors to comply
therewith.
(g) This Section 10 shall survive expiration or termination of this
Agreement.
11. ARPA Compliance and Certification. GRANTEE shall submit only those
expenditures which are eligible for payment and in compliance with the allowable
expenditures, including the following eligibility requirements:
GRANTEE shall provide the City with quarterly expenditure and performance
reports, as defined in the Final Rule and Treasury Department's SLFRF Compliance and
Reporting Guidance (CRG). GRANTEE shall also provide an annual report as required
under the CRG. These reports shall be in a form specified under the CRG and shall be
accompanied by invoices and receipts that substantiate the figures on the expenditure
report. Additionally, a certification signed by the Chief Executive or designee of
GRANTEE certifying that the uses of the grant funds are consistent with those allowed
under ARPA, shall be included with the expenditure report and substantiating
documentation. As required by the 2 CFR Part 170, Appendix A award term regarding
reporting subaward and executive compensation, recipients must also report the names
and total compensation of their five most highly compensated executives and their
subrecipients' executives for the preceding completed fiscal year if (1) the recipient
received 80 percent or more of its annual gross revenues from Federal procurement
contracts (and subcontracts) and Federal financial assistance subject to the
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Transparency Act, as defined at 2 CFR 170.320 (and subawards), and received
$25,000,000 or more in annual gross revenues from Federal procurement contracts (and
subcontracts) and Federal financial assistance subject to the Transparency Act (and
subawards), and (2) if the information is not otherwise public. If the GRANTEE is already
disclosing this information as part of another agreement involving Federal monies,
GRANTEE shall provide documentation to the City that it is fulfilling this requirement.
GRANTEE's failure to provide a Certification, or provide either the quarterly or annual
expenditure/performance reports may be considered a default of this Agreement under
Section 5 of this agreement. If GRANTEE is found to have provided services to ineligible
individual, households, or entities or made an ineligible expenditure, CITY shall have the
right to reclaim a dollar amount from the GRANTEE that is equal to the amount
determined to be ineligible.
12. General Terms.
(a) Except as otherwise provided by law, all notices expressly required
of the City within the body of this Agreement, and not otherwise specifically provided for,
shall be effective only if signed by the City Manager or designee.
(b) The City is required under 2 CFR 200.332 to manage and monitor
subrecipient compliance with ARPA guidance. Accordingly, GRANTEE agrees to permit
City staff to conduct one performance review during the term of this agreement. City has
the right to conduct additional performance reviews both during the term of this agreement
and after the agreement's term should the City believe these reviews are necessary.
Records of GRANTEE expenses pertaining to the Project shall be kept on a generally
recognized accounting basis and shall be available to the City or its authorized
representatives upon request during regular business hours throughout the life of this
Agreement and for a period of three years after final payment or, if longer, for any period
required by law. Records related to GRANTEE's performance metrics shall be made
available and retained for the same time periods as the Project's expense data.
GRANTEE shall furthermore comply with all funding requirements as set forth in ARPA.
If GRANTEE fails to provide City staff access or documentation necessary to conduct a
City -requested performance review, City may terminate this Agreement in accordance
with Section 5.
In addition, all books, documents, papers, and records of GRANTEE
pertaining to the Project shall be available for the purpose of making audits, examinations,
excerpts, and transcriptions for the same period of time. If any litigation, claim,
negotiations, audit, or other action is commenced before the expiration of said time
period, all records shall be retained and made available to the City until such action is
resolved, or until the end of said time period whichever shall later occur. If GRANTEE
should subcontract all or any portion of the services to be performed under this
Agreement, GRANTEE shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 12(b) shall survive expiration or termination
of this Agreement.
(c) Prior to execution of this Agreement by the City, GRANTEE shall
have provided evidence to the City that GRANTEE is licensed to perform the services
called for by this Agreement (or that no license is required). If GRANTEE should
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subcontract all or any portion of the work or services to be performed under this
Agreement, GRANTEE shall require each subcontractor to provide evidence to the City
that subcontractor is licensed to perform the services called for by this Agreement (or that
no license is required) before beginning work.
(d) Prior to execution of this Agreement by the City, GRANTEE will
permit City staff to conduct a subrecipient risk assessment, as required under the Uniform
Guidance (2 CFR 200.332(b)). Failure to allow City staff to conduct this subrecipient risk
assessment may result in the City terminating this Agreement in accordance with Section
5. Additionally, the GRANTEE's failure to be certified by City staff at the end of the risk
assessment as having adequate internal controls to manage the funding provided in this
agreement may result in the City terminating this Agreement in accordance with Section
5.
13. Nondiscrimination. To the extent required by controlling federal, state, and
local law, GRANTEE shall not employ discriminatory practices in the provision of services,
employment of personnel, or in any other respect on the basis of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition,
marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or
veteran of the Vietnam era. Subject to the foregoing and during the performance of this
Agreement, GRANTEE agrees as follows:
(a) GRANTEE will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the
Vietnam era be excluded from participation in, be denied the benefits of, or be subject to
discrimination under any program or activity made possible by or resulting from this
Agreement.
(b) GRANTEE will not discriminate against any employee or applicant
for employment because of race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran, or veteran of the Vietnam era. GRANTEE shall
ensure that applicants are employed, and the employees are treated during employment,
without regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran, or veteran of the Vietnam era. Such requirement
shall apply to GRANTEE's employment practices including, but not be limited to, the
following: employment, upgrading, demotion or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. GRANTEE agrees to post in conspicuous
places, available to employees and applicants for employment, notices setting forth the
provision of this nondiscrimination clause.
(c) GRANTEE will, in all solicitations or advertisements for employees
placed by or on behalf of GRANTEE in pursuit hereof, state that all qualified applicants
will receive consideration for employment without regard to race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital
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status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of
the Vietnam era.
(d) GRANTEE will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or understanding, a
notice advising such labor union or workers' representatives of the GRANTEE's
commitment under this section and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
(e) If GRANTEE should subcontract all or any portion of the services to
be performed under this Agreement, GRANTEE shall cause each subcontractor to also
comply with the requirements of this Section 13.
14. Independent Contractor.
(a) In the furnishing of the services provided for herein, GRANTEE is
acting solely as an independent contractor. Neither GRANTEE, nor any of its officers,
agents, or employees shall be deemed an officer, agent, employee, joint venturer,
partner, or associate of the City for any purpose. The City shall have no right to control
or supervise or direct the manner or method by which GRANTEE shall perform its work
and functions. However, the City shall retain the right to administer this Agreement so as
to verify that GRANTEE is performing its obligations in accordance with the terms and
conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between GRANTEE and the City. GRANTEE shall have no authority to bind the City
absent the City's express written consent. Except to the extent otherwise provided in this
Agreement, GRANTEE shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, GRANTEE and
its officers, agents, and employees shall have absolutely no right to employment rights
and benefits available to City employees. GRANTEE shall be solely liable and
responsible for all payroll and tax withholding and for providing to, or on behalf of, its
employees all employee benefits including, without limitation, health, welfare, and
retirement benefits. In addition, together with its other obligations under this Agreement,
GRANTEE shall be solely responsible, indemnify, defend and save the City harmless
from all matters relating to employment and tax withholding for and payment of
GRANTEE's employees, including, without limitation, (i) compliance with Social Security
and unemployment insurance withholding, payment of workers' compensation benefits,
and all other laws and regulations governing matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in the City's employment benefits,
entitlements, programs and/or funds offered employees of the City whether arising by
reason of any common law, de facto, leased, or co -employee rights or other theory. It is
acknowledged that during the term of this Agreement, GRANTEE may be providing
services to others unrelated to the City or to this Agreement.
15. Notices. Any notice required or intended to be given to either party under
the terms of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation of
receipt, or sent by United States registered or certified mail, with postage prepaid, return
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receipt requested, addressed to the party to which notice is to be given at the party's
address set forth on the signature page of this Agreement or at such other address as the
parties may from time to time designate by written notice. Notices served by United
States mail in the manner above described shall be deemed sufficiently served or given
at the time of the mailing thereof.
16. Binding. Once this Agreement is signed by all parties, it shall be binding
upon, and shall inure to the benefit of, all parties, and each parties' respective heirs,
successors, assigns, transferees, agents, servants, employees, and representatives.
17. Assignment.
(a) This Agreement is personal to GRANTEE and there shall be no
assignment by GRANTEE of its rights or obligations under this Agreement without the
prior written approval of the City Manager or designee. Any attempted assignment by
GRANTEE, its successors or assigns, shall be null and void unless approved in writing
by the City Manager or designee.
(b) GRANTEE hereby agrees not to assign the payment of any monies
due GRANTEE from the City under the terms of this Agreement to any other individual(s),
corporation(s), or entity(ies). The City retains the right to pay any and all monies due the
GRANTEE directly to the GRANTEE.
18. Compliance With Law. In providing the services required under this
Agreement, GRANTEE shall at all times comply with all applicable laws of the United
States, including but not limited to, the Americans with Disabilities Act (42 U.S.C. § 12101
et seq.), the State of California and the City, and all other applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory agencies,
now in force and as they may be enacted, issued, or amended during the term of this
Agreement. In addition, GRANTOR elects to receive funds from the Secretary under
ARPA and will use the funds in a manner consistent with such section.
19. Waiver. The waiver by either party of a breach by the other of any provision
of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions of this
Agreement may be waived unless in writing and signed by all parties to this Agreement.
Waiver of any one provision herein shall not be deemed to be a waiver of any other
provision herein.
20. Governing Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction. Venue
for purposes of the filing of any action regarding the enforcement or interpretation of this
Agreement and any rights and duties hereunder shall be Fresno County, California.
21. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or add to
the interpretation or meaning of the provisions of this Agreement.
22. Severability. The provisions of this Agreement are severable. The
invalidity, or unenforceability of any one provision in this Agreement shall not affect the
other provisions.
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23. Interpretation. The parties acknowledge that this Agreement in its final form
is the result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved
by construing this Agreement in favor of or against either party, but rather by construing
the terms in accordance with their generally accepted meaning.
24. Attorney's Fees. If either party is required to commence any proceeding or
legal action to enforce or interpret any term, covenant or condition of this Agreement, the
prevailing party in such proceeding or action shall be entitled to recover from the other
party its reasonable attorney's fees and legal expenses.
25. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
26. Precedence of Documents. In the event of any conflict between the body
of this Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and conditions
expressed within the exhibit or attachment. Furthermore, any terms or conditions
contained within any exhibit or attachment hereto which purport to modify the allocation
of risk between the parties, provided for within the body of this Agreement, shall be null
and void.
27. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
28. No Third Party Beneficiaries. The rights, interests, duties, and obligations
defined within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary in this
Agreement, it is not intended that any rights or interests in this Agreement benefit or flow
to the interest of any third parties.
29. Extent of Agreement. Each party acknowledges that they have read and
fully understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter hereof
and supersedes all prior negotiations, representations or agreements, either written or
oral. This Agreement may be modified only by written instrument duly authorized and
executed by both the City and GRANTEE.
[SIGNATURES FOLLOW ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
FDocuSigned 11/4/2022 by:
By: _
Georgeanrie A. White Date
City Manager, City of Fresno
APPROVED AS TO FORM:
RINA M. GONZALES
Interim DQZb6n8ttorney
ByF
rp�,r.,1,6r �kh#-V, 11/4/2022
Taylor W. Rhoan Date
Deputy City Attorney
ATTEST:
TODD STERMER, CMC
CityIs:r3n 1 by:
By:
I` [,bw 11/4/2022
_
n v Date
Deputy
Addresses:
CITY:
City of Fresno
Attention: Courtney Espinoza
Grants Management Unit
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-7008
FAX: (559) 457-1541
Fresno Metro Black Chamber of
Commerce Foundation,
a California Nonprofit Corporation
Docu Signed by:
U
By: ,
Name: lames Archie
Title: soard President
(If corporation or LLC., Board Chair,
@A'.�eYdPe Pres.)
Name: Cassandra D. Little, Ph . D
Title: CEO
(If corporation or LLC., CFO,
Treasurer, Secretary or Assistant
Secretary)
Program Contact for
Fresno Metro Black Chamber of
Commerce Foundation
Attention: Dr. Cassandra Little
1600 Fulton Street, Ste 120
Fresno, CA 93721
Phone: (559) 441-7929 X505
Attachments:
1. Exhibit A - Scope of Work, Budget and Metrics
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
Page 11 of 23
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EXHIBIT A
Scope of Work, Budget and Metrics
Executive Summary
The Fresno Metro Black Chamber of Commerce (FMBCC) advances the interests of the
local Black community through the creation of opportunities, advocacy, business, and
economic development. FMBCC provides small business support for entrepreneurs
leading to financial responsibility, sustainability, and job growth as a part of our mission
to Engage, Educate, and Empower black -owned businesses through technical
assistance and capacity building services.
FMBCC through its Money Center will be utilizing the funding in the amount of
$715,000.00 to assist in small business recovery by making grants available to qualified
businesses. This will assist the recovery of our BIPOC and Women Small Businesses
will be targeted, but all applicants will be served. The grant will assist businesses that
were impacted from the Coronavirus Pandemic. FMBCC will utilize the funds as follows;
$142,000.00 in administrative funds to FMBCC and $570,000 for direct grants in support
of FMBCC's Betting Big on BIPOC and Women Small Business (ARPA) recovery
program.
The primary outcomes of the FMBCC Betting Big on BIPOC Small Business Program
are to support small businesses and job retention. Small businesses will receive $5,000
or up to $10,000 dollar grants based on their business industry and need. FMBCC will
distribute funds to small businesses according to the guidelines set forth by the City of
Fresno. The funds can be used for job retention, lease payment, licensing, insurance,
purchase of products and equipment. Targeting but not limited to minority -owned
businesses including food truck operators, mobile vendors, beauty salons, independent
hairstylists, home daycare facilities, janitorial companies, arts and culture organizations,
and nonprofit organizations with practical efficiency.
Services Description
FMBCF will start outreach as soon as the grant is approved. The outreach will begin
with our Betting Big cohorts that have completed our Acceleration program and
Entrepreneur Training courses. We will have messaging created in Spanish and Hmong.
Our Business Resource Partner at the Hmong Chamber will assist with this process. We
are also working collaboratively with the Hispanic Chamber to ensure that we address
the needs of the Spanish Speaking community.
Each Small Business owner will participate in the Betting Big on BIPOC and Women
Small Business (ARPA) recovery program. The accelerators' goal is to increase the
capacity of the small businesses as well as provide an eco-system of technical
assistance that will increase the sustainability of the small businesses.
Page 12 of 23
u uuu,DiyiI CIIVCIVy" IU. Cy/- I'#r4/- I'+GI.-4UCr-DD I C-C CJJ Cy!'t OOO
They will need to complete at least 8 courses that will consists of the following topics:
1. Entrepreneur Mindset
2. Business Planning
3. Marketing your business
4. Licensing and Permitting: Completing City of Fresno document
5. Marketing Analysis and Planning
6. Financials and Projections
7. Access to Capital and Business Financial Literacy
8. SWOT -Competition Analysis
9. Financial Manage ment-QuickBooks
10.Digital Marketing & Advertising
11.Establishing Online Marketplaces & Payment Systems -Apple Pay, Google pay,
PayPal, Strip, Amazon pay etc.
As Needed Construction Workshop
As Needed Government and Private Procurement
Intake Process:
After the outreach process each prospective Betting Big on Small Businesses
(ARPA) fund recipient will complete an application online. We will also provide
hard copies for individuals who may not have or are familiar with online
applications.
After the participant has completed the Betting Big on Small BIPOC Business
Fund Accelerator training, at least 8 workshops, FMBCF will assist the founder
by awarding them with the appropriate grant amount, $5000 or up to $10,000.
The participant will also be engaged in planning for funding use, and we will
provide ongoing technical assistance services to assist the business owner with
achieving their identified business goals.
Goals and Obiectives
1. Recruit at least 200 Bipoc Small Business owners to complete Betting Big (ARPA)
Accelerator.
a. Each cohort will have at least 50 participants
Page 13 of 23
IJUUUJIIJ. II CI IVUIUPU IU. CUL 1'#r'#!- I' /-V-+L F-F-DDI D-CCJ0CZ7/'f000f
2. Betting Big (ARPA) Accelerator participants will complete Business Plans.
a. At least 90% of cohort participants will complete a business plan template
3. Betting Big (ARPA) Accelerator participants will complete Financial Budget.
a. 90% of participants will complete a financial budget worksheet.
4. Betting Big (ARPA) Acceleration participants will participate in Technical
Assistance services.
a. 90% of participants will participate in at least 10 hours of ongoing technical
assistance to maintain their business goals.
5. Outreach - FMBCF will facilitate 4 outreach events per funding period. Due to
COVID related restrictions social distance methods will be used to meet this
deliverable.
a. FMBCF will engage in outreach and marketing of the ARPA grant project
prior to each cohort period.
6. FMBCF will facilitate a total of 44 workshops and business education trainings
during the grant period.
a. Each cohort period will have a total of 11 workshops available for the cohort
members. (see list of topics above)
Program/Project Milestones and Timeline
Betting Big Program Application timeline:
• August 1, 2022 — Project begins — Outreach and marketing starts for 1st round.
1 st Round: Aug. 1, 2022 — Oct 31, 2022 — at the end of 25% of grant funding spent
• November 1, 2022- 2"d round outreach and marketing starts.
2nd Round: Nov. 1, 2022 — Jan. 31, 2023 — at the end 50% of grant funding spent
■ February 1, 2023- 3rd round outreach and marketing starts.
3rd Round: Feb 1, 2023 — Apr. 30, 2023 — at the end 75% of grant funding spent
• May 1, 2022- 4th round outreach and marketing starts.
4th Round: May 1, 2023 — July 30, 2023 — at the end 100% of grant funding spent
All data will be collected and entered into a database for each applicant. The
Program Director and Capital Access Manager will create reports as directed by
the City of Fresno in the agreement.
Program/Project Metrics
Each applicant will complete an application that will gather the following metrics that will
be stored in the data base and utilized to complete reports.
Page 14 of 23
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1. Business owner name
2. Business name
3. Business city, zip code
4. gender
5. Women owned
6. Veteran owned
7. Race
8. Ethnicity
9. Business concept
10. Business concepts: Direct to Consumer; direct sales; E commerce; peer to peer;
Franchise model.
11. Business industry (NAICS) codes
12.ARPA fund amount
13. Business structure: LLC; Sole Proprietor; partnership; B corporation; S
corporation; unknown
14. Number of employees; PTE; FTE
15. Participation in technical assistance
16. Business bank account/bank relationship
Page 15 of 23
UUUUJIIJ. II GI IVUIUpV IU. CJL 1'#r'#r- IYLI,-'+UCr-DD r D-1=CJ0Cyr'#00Jr
Budget Narrative
Organization Name: Fresno Metro Black Chamber Commerce
Expenditure Category: 2.9 Small Business Economic Assistance (General)' "
(pick from list of expenditure caleppries tab)
ARPA for Community Based Organizations
%W menage Ore gmgraon on beMll of pre organization. This position vdl work wilt pre CEO to comp" all
Manager reports, snbmif ma*s, communicak6lrecsy with City staff, ensure to program Is running efticienty and
rf5 on5lble foralloro rarnrefaled IN uife9,
Assistant Ass;sl the program manager walh all aspects of the program. Provide support will data collection and
to Smell Business C�a.us rent be provided is Me amou n>s of S50DD and $110.000 dollars. Smal Dushhesses In to Service.
OWdcare and E Commememufttalace mil receive SSD00.00. Back and morlor. Couskuchora bosmesses.
IwM over8 emolovees w lI receive SI0.000.
'add additional lines if needed, please ensure calculation are correct
Entirely of prgram 11 FFE@ $70,000
Entirety of prg ram 11 FTE@ $56250
entirely of grant 1$570,000
_Total Grant Amount: 715,000,06
Page 16 of 23
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Budget
Organization Name: Fresno Metro Black Chamber Commerce
Expenditure Category: Small Business Economic Assistance
(pick from list of expenditure categories tab)
ARPA for Community Based Organizations
CALCULATED TOTAL: r $ 715,000.00 rs $
Personnel
Program Manager
$
70,000.00
1 $
70,000.00 -
Personnel
Program Assistant
$
56.250.00
1 $
56,250.00
Direct Service
Grant funding and TA
$
5,000.00
70 $
350,000.00
Direct Service
Grantfunding and TA
$
10,000.00
22 $
220,000.00 -
Administration
indirect Costs
$
18.750.00
17
18,750.00 -
See the cost categories on Budget Narrative Tab for which cost categories to use.
Leverage is not required, however there is an opportunity to add Organization leverage to the program
Page 17 of 23
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Reporting Schedule
Please see the following reporting deadlines that are required by this grant. All reports
will be due on the dates below to the City of Fresno Grants Management Unit.
Quarterly Report — will be required on the dates listed below and will include required
narrative, program metrics and expenses to date. A quarterly reporting template will be
provided. Quarterly reporting will be required if project is operational during the
performance period.
Annual Report — will be required on the date below and is not dependent on when your
project started. An annual reporting template will be provided. Annual reporting will be
required if project is operational during the performance period.
Performance Period
Grant Execution — 12/31 /2022
1 /1 /2023 — 3/31 /2023
4/1 /2023 — 6/30/2023
7/1 /2023 — 9/30/2023
10/1 /2023 — 12/31 /2023
Quarterly Report Due
1 /13/2023
4/14/2023
7/14/2023
10/13/2023
1 /12/2024
Performance Period
Annual Report Due
Grant Execution — 6/30/2023
7/14/2023
7/1 /2023 — 6/30/2024
7/12/2024
Page 18 of 23
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EXHIBIT B
Insurance Requirements
(a) Throughout the life of this Agreement, GRANTEE shall pay for and maintain
in full force and effect all insurance as required herein with an insurance company(ies)
either (i) admitted by the California Insurance Commissioner to do business in the State
of California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as
may be authorized in writing by CITY'S Risk Manager or designee at any time and in
his/her sole discretion. If the GRANTEE is self -insured, the following requirements will
outline the responsibility of the self -insured coverage. The required policies of insurance
as stated herein shall maintain limits of liability of not less than those amounts stated
therein. However, the insurance limits available to CITY and STATE and each of their
officers, officials, employees, agents and volunteers as additional insureds, shall be the
greater of the minimum limits specified therein or the full limit of any insurance proceeds
to the named insured.
(b) If at any time during the life of the Agreement or any extension, GRANTEE
fails to maintain any required insurance in full force and effect, all services and work under
this Agreement shall be discontinued immediately, and all payments due or that become
due to GRANTEE shall be withheld until notice is received by CITY that the required
insurance has been restored to full force and effect and that the premiums therefore have
been paid for a period satisfactory to CITY. Any failure to maintain the required insurance
shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY
pursuant to this section shall in any way relieve GRANTEE of its responsibilities under
this Agreement. The phrase "fail to maintain any required insurance" shall include,
without limitation, notification received by CITY that an insurer has commenced
proceedings, or has had proceedings commenced against it, indicating that the insurer is
insolvent.
(c) The fact that insurance is obtained by GRANTEE shall not be deemed to
release or diminish the liability of GRANTEE, including, without limitation, liability under
the indemnity provisions of this Agreement. The duty to indemnify CITY and STATE by
GRANTEE shall apply to all claims and liability regardless of whether any insurance
policies are applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by GRANTEE. Approval or purchase of any insurance
contracts or policies shall in no way relieve from liability nor limit the liability of GRANTEE,
vendors, suppliers, invitees, consultants, medical professionals, subcontractors,
consultants, or anyone employed directly or indirectly by any of them.
Coverage shall be at least as broad as:
The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage for
"bodily injury," "property damage" and "personal and advertising injury" with
coverage for premises and operations (including the use of owned and non -
owned equipment), products and completed operations, and contractual
Page 19 of 23
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liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under
"Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance or
use of automobiles in the course of your business operations. The
Automobile Policy shall be written on an occurrence form and shall provide
coverage for all owned, hired, and non -owned automobiles or other licensed
vehicles (Code 1- Any Auto).
1 Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to
GRANTEE'S profession.
MINIMUM LIMITS OF INSURANCE
GRANTEE shall procure and maintain for the duration of the contract insurance with limits
of liability not less than those set forth below. However, insurance limits available to CITY
and STATE and each of their officers, officials, employees, agents and volunteers as
additional insureds, shall be the greater of the minimum limits specified herein or the full
limit of any insurance proceeds available to the named insured:
COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY :
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
Page 20 of 23
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UMBRELLA OR EXCESS INSURANCE
In the event GRANTEE purchases an Umbrella or Excess insurance policy(ies) to meet
the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford
no less coverage than the primary insurance policy(ies). In addition, such Umbrella or
Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for
the benefit of the CITY and STATE and each of their officers, officials, employees, agents
and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
GRANTEE shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and GRANTEE shall also be responsible for
payment of any self -insured retentions. Any self -insured retentions must be declared on
the Certificate of Insurance, and approved by, the CITY'S Risk Manager or designee. At
the option of the CITY'S Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such self -insured retentions as
respects CITY and STATE or any of their officers, officials, employees,
agents and volunteers; or
(ii) GRANTEE shall provide a financial guarantee, satisfactory to CITY'S Risk
Manager or designee, guaranteeing payment of losses and related
investigations, claim administration and defense expenses. At no time shall
CITY be responsible for the payment of any deductibles or self -insured
retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that
the coverage shall not be cancelled, non -renewed, reduced in coverage or
in limits except after thirty calendar days' written notice has been given to
CITY, except ten days for nonpayment of premium. GRANTEE is also
responsible for providing written notice to the CITY under the same terms
and conditions. Upon issuance by the insurer, broker, or agent of a notice
of cancellation, non -renewal, or reduction in coverage or in limits,
GRANTEE shall furnish CITY with a new certificate and applicable
endorsements for such policy(ies). In the event any policy is due to expire
during the work to be performed for CITY, GRANTEE shall provide a new
certificate, and applicable endorsements, evidencing renewal of such policy
not less than fifteen calendar days prior to the expiration date of the expiring
policy.
(ii) The Commercial General and Automobile Liability insurance policies shall
be written on an occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall
be endorsed to name CITY and STATE and each of their officers, officials,
agents, employees and volunteers as an additional insured. GRANTEE
shall establish additional insured status for the CITY and STATE for all
ongoing and completed operations under the Commercial General Liability
policy by use of ISO Forms or an executed manuscript insurance company
Page 21 of 23
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endorsements providing additional insured status. The Commercial
General endorsements must be as broad as that contained in ISO Forms:
GC 20 10 11 85 or both CG 20 10 & CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain,
or be endorsed to contain, that the GRANTEE'S insurance shall be primary
to and require no contribution from the CITY or STATE. The Commercial
General Liability policy is required to include primary and non-contributory
coverage in favor of the CITY and STATE for both the ongoing and
completed operations coverage. These coverages shall contain no special
limitations on the scope of protection afforded to CITY and STATE and each
of their officers, officials, employees, agents and volunteers. If GRANTEE
maintains higher limits of liability than the minimums shown above, CITY
and STATE requires and shall be entitled to coverage for the higher limits
of liability maintained by GRANTEE.
(v) Should any of these policies provide that the defense costs are paid within
the Limits of Liability, thereby reducing the available limits by defense costs,
then the requirement for the Limits of Liability of these polices will be twice
the above stated limits.
(vi) For any claims related to this Agreement, GRANTEE'S insurance coverage
shall be primary insurance with respect to the CITY and STATE and each
of their officers, officials, agents, employees and volunteers. Any insurance
or self-insurance maintained by the CITY and STATE and each of their
officers, officials, agents, employees and volunteers shall be excess of the
GRANTEE'S insurance and shall not contribute with it.
(vii) The Workers' Compensation insurance policy shall contain, or be endorsed
to contain, a waiver of subrogation as to CITY and STATE and each of their
officers, officials, agents, employees and volunteers.
(viii) The Commercial General and Automobile Liability insurance policies shall
contain, or be endorsed to contain, a waiver of subrogation as to CITY and
STATE and each of their officers, officials, agents, employees and
volunteers.
If the Professional Liability (Abuse & Molestation) insurance policy is written on a claims -
made form:
1. The retroactive date must be shown, and must be before the effective
date of the Agreement or the commencement of work by GRANTEE.
2. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Agreement work
or termination of the Agreement, whichever occurs first, or, in the
alternative, the policy shall be endorsed to provide not less than a five (5)
year discovery period.
3. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of
the Agreement or the commencement of work by GRANTEE, GRANTEE
Page 22 of 23
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must purchase "extended reporting" coverage for a minimum of five (5)
years completion of the Agreement work or termination of the Agreement,
whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY
for review.
5. These requirements shall survive expiration or termination of the
Agreement.
PROVIDING OF DOCUMENTS - GRANTEE shall furnish CITY with all
certificate(s) and applicable endorsements effecting coverage required herein. All
certificates and applicable endorsements are to be received by CITY's Risk
Manager within a reasonable time after execution of this agreement. All non -
ISO endorsements amending policy coverage shall be executed by a licensed and
authorized agent or broker. Upon request of CITY, GRANTEE shall immediately
furnish CITY with a complete copy of any insurance policy required under this
Agreement, including all endorsements, with said copy certified by the underwriter
to be a true and correct copy of the original policy. This requirement shall survive
expiration or termination of this Agreement. All subcontractors working under the
direction of GRANTEE shall also be required to provide all documents noted
herein.
SUBCONTRACTORS- If GRANTEE subcontracts any or all of the services to be
performed under this Agreement, GRANTEE shall be solely responsible for
ensuring that its subcontractors maintain insurance coverage at levels no less than
those required by applicable law and is customary in the relevant industry and shall
indemnify CITY and STATE if failure to comply with this provision results in
damages to the CITY or the GRANTEE.
Page 23 of 23
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
YES*
NO
1
Are you currently in litigation with the City of Fresno or any of
❑
its agents?
2
Do you represent any firm, organization, or person who is in
❑
xx i
litigation with the City of Fresno?
3
Do you currently represent or perform work for any clients who
I ❑
[ �
do business with the City of Fresno?
4
Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with
❑
0
the City of Fresno, or in a business which is in litigation with
the City of Fresno?
5
Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee
❑
x❑
who has any significant role in the subject matter of this
service?
6
Do you or any of your subcontractors have, or expect to have,
any interest, direct or indirect, in any other contract in
❑
❑x
connection with this Project?
* If the answer to any question is yes, please explain in full below.
Explanation:
n/a
L Additional page(s) attached.
��59d•925v92i59eti —.
Signature
10/28/2022
Date
Cassandra D. Little, Ph.D
(Name)
Fresno Metro Black chamber chamber
(Company)
1600 Fulton Street #115
(Address)
Fresno, CA 93721
(City, State Zip)